Dear Shareholders,
Your Directors have pleasure in presenting their 4th Annual Report on the business and
operations of the Company together with the Audited Financial Statements for the Financial
Year ended March 31, 2025.
1. FINANCIAL HIGHLIGHTS:
The performance of the Company for the Financial Year 2024-25 is summarized below:
|
Standalone |
Consolidated |
|
Year ended 31st March 2025 |
Year ended 3ist March 2024 |
Year ended 31st March 2025 |
| Total Revenue |
30,180.36 |
25,363.92 |
40,196.99 |
| Profit Before Finance Cost, Tax, Depreciation/Amortization |
3,539.11 |
2,260.98 |
5,029.48 |
| Less: Finance Cost |
619.45 |
333.51 |
619.45 |
| Profit Before Tax, Depreciation/Amortization |
2,919.66 |
1,927.47 |
4,410.03 |
| Less: Depreciation |
408.44 |
357.07 |
669.09 |
| Net Profit Before Taxation |
2,511.22 |
1,570.40 |
3,740.94 |
| Less: Deferred Tax |
80.87 |
(82.31) |
89.37 |
| Less: Current Tax |
560.10 |
377.22 |
570.10 |
| Profit/(Loss) After Tax |
1,870.25 |
1,275.49 |
3,081.47 |
| Profit /(Loss) Carried to Balance Sheet |
1,870.25 |
1,275.49 |
3,081.47 |
| Profit /(Loss) after Tax attributable to Parent |
2 |
- |
2,910.17 |
| Profit /(Loss) after Tax attributable to Minorities |
= |
- |
171.30 |
| Earnings Per Share (EPS) |
|
|
|
| Basic (R) |
22.65 |
19.35 |
37.32 |
| Diluted (%) |
22.60 |
19.35 |
37.23 |
2. PERFORMANCE, RESULT OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:
The Company on a Standalone basis has earned a Net Profit of 1,870.25 lakhs during the
current Financial Year (Previous Year = 1,275.49 lakhs). Other financial details can be
ascertained from the Audited Financial Statements. The Company on a Consolidated basis has
earned a Net Profit of 3,081.47 lakhs during the current Financial Year. Other financial
details can be ascertained from the Audited Financial Statements.
3. AMOUNT TRANSFERED TO RESERVES:
The Company has not transferred any amount to any specific reserve fund during the
Financial Year under review.
4. ANNUAL RETURN:
In terms of Section 92(3) of the Companies Act, 2013, and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company is available
on the website of the Company- https://cosmiccrf.com.
5. DIVIDEND:
The Board has not recommended any Dividend for the Financial Year 2024-2025 to improve
liquidity and meet part of the Company's working capital requirements.
6. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
The Company is engaged in the business of manufacturing Cold Rolled Forming(CRF)
products, including Railway Wagon Parts and Components, Sheet Piles, and Structures used
in infrastructure. There has been no change in the Nature of the Company's Business during
the reported Financial Year 2024- 2025.
7. CHANGES IN SHARE CAPITAL:
There has been a change in Capital Structure during the year under review. A break up
of the same is given as under:
| Type of Shares |
Authorized Share Capital (INR) |
Paid up Capital (INR) |
|
ESE MS RIA23) |
?~As at 31.03.2024 |
PSs kisyiey45)) |
As at 31.03.2024 |
| Equity Shares |
20,00,00,000 |
15,00,00,000 |
9,18,76,430 |
8,19,80,000 |
| Preference Shares |
5,00,00,000 |
5,00,00,000 |
4,90,00,000 |
4,90,00,000 |
| Total |
25,00,00,000 |
20,00,00,000 |
14,08,76,430 |
13,09,80,000 |
8. DETAILS OF INITIAL PUBLIC OFFER (IPO):
The Company has issued 18,22,000 Equity Shares of \ 10/ each at a Premium of \ 304/
each aggregating to 5,721.08 Lakhs through Initial Public Offer. The Equity Shares of
Cosmic CRF Limited have been listed on Bombay Stock Exchange with effect from June 30,
2023, in the SME segment.
9. UTILIZATION OF FUNDS RAISED THROUGH IPO:
During the year, the Company made usage of entire funds amounting to %5,721.08 Lakhs
raised through Initial Public Offering (IPO) in accordance with objects mentioned in the
prospectus. 10. DETAILS OF PREFERENTIAL ISSUE OF EQUITY SHARES: During the year 2023-24,
the Company had issued 12,76,000 Equity Shares of = 10/- each at a Premium % 656/- each
aggregating to \ 8,498.16 Lakhs to 15 allottees under Non-Promoters Category ona
preferential basis. Out of the total funds raised of % 8,498.16 Lakhs, 2,403.40 Lakhs was
utilized during the Financial Year 2023-24 by the Company. The remaining balance of
6,094.76 Lakhs have been utilized during the Financial Year 2024-25. Further, during the
year 2024-25the Company issued 9,89,643 Equity Shares of = 10/ each at a Premium &
1,604/- each aggregating to 715,972.84 Lakhs to 10 allottees under Non-Promoters Category
on a preferential basis. Additionally, the Company issued 3,15,000 warrants convertible
into Equity Shares of \ 10/ each at a Premium
= 1,604/- each aggregating to 5,084.10 Lakhs (“Total Issue Size”) for cash
upon receipt of 25% of the warrant subscription amount i.e. $1,271.02 Lakhs to 5 allottees
under Promoters Category on a preferential basis. Out of the total funds raise from issue
of Equity Shares and Convertible Warrants amounting to 17,243.86 Lakhs, 199.95 lakhs have
been utilized for funding working capital requirements, 10,000 lakhs have been kept in
Fixed Deposits and balance amount of %7,043.91 is kept in current account opened for the
said Preferential Issue. The Company shall utilize 15,772.89 lakhs, and 1,271.02 Lakhs,
unutilized amount being the proceeds of Equity Shares and Convertible Warrants issued on
preferential basis respectively in upcoming year for specified purposes. Tl. DEPOSITS:
During the year, Company has not accepted or renewed any public deposits from the public
in terms of the directives issued by the Reserve Bank of India and the provisions of
Section 73 to 76 or any other relevant provisions of the Companies Act, 2013, and the
rules made thereunder hence information regarding outstanding deposits is not required.
12. DEMATERIALISATION OF SHARES: As on 31st March 2025, all shares (Equity and
Preference)of the Company are held in dematerialized form, except for 9,89,643 equity
shares and 49,00,000 preference shares held in physical form. The newly issued 9,89,643
equity shares are reflected as held in physical form as of 31st March 2025 due to the
pending listing and trading approval from BSE, where the Company's equity shares are
listed. Upon receipt of the requisite approvals from the stock exchange, all equity shares
of the Company will be reflected as held in dematerialized form.
The Company is in process to dematerialize the preference shares.
The breakup of equity and preference shares held in dematerialized and physical form as
on 31st March 2025 is as follows:
| MODE |
NO. OF SHARES |
% TO CAPITAL |
| Share in Demat Mode with CDSL |
53,65,700 |
38.09 |
| Sharein Demat Mode with NSDL |
28,352,500 |
20.10 |
| Equity Shares in Physical Mode |
9,89,643 |
7.03 |
| Preference share in Physical Mode |
49,00,000 |
34.78 |
| TOTAL |
1,40,87,643 |
100.000 |
The Company ISIN No. is INEQORAO1015, and Registrar and Share Transfer Agent is M/s.
MAS Services Limited, New Delhi. 13. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING
THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT: There have been no material
changes and commitments, if any affecting the financial position of the Company which have
been occurred between the end of the Financial Year of the Company to which the financial
statements relate and the date of report. 14. DETAILS OF SUBSIDIARIES / JOINT VENTURES /
ASSOCIATE COMPANIES: As on March 31, 2025, your Company have two subsidiary companies
i.e., M/s. N. S. Engineering Projects Private Limited and M/s. Cosmic Springs &
Engineers Limited. Further, as on March 31, 2025 your Company does not have any Joint
Ventures and Associate Companies. Details w.r.t to subsidiary, Joint Ventures and
Associate Companies in Form AOC-1 is appended as “Annexure I" to the Board
report. 15. PARTICULARS OF MANAGERIAL REMUNERATION PAYABLE TO EXECUTIVE DIRECTORS OF THE
COMPANY: During the year under review, the managerial remuneration payable to Mr. Aditya
Vikram Birla (DIN: 06613927), Managing Director and Mrs. Purvi Birla (DIN: 02488423),
Whole-Time Director of the Company is in compliance with provisions of Section 197 of the
Companies Act, 2013. Moreover, Mrs. Purvi Birla (DIN: 02488423), Whole-Time Director of
the Company w.e.f October, 2024 also receives remuneration of M/s. N.S. Engineering
Projects Private Limited, subsidiary of the Company which are within the permissible
limits and in compliance with provisions of Section 197 of the Companies Act, 2013 and
applicable rules made thereunder. 16. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of the Companies Act, 2013 (“the Act”) and
applicable Rules made hereunder, the Listing Regulations read with AS 21-Consolidated
Financial Statements, the Audited Consolidated Financial Statements relate to the Company
(the parent) and its subsidiaries forms part of the Annual Report. 17. PARTICULARS OF
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: All Related Party Transactions that were
entered into during the Financial Year 2024-25 were on Arm's Length Basis and were inthe
Ordinary Course of business. There were no materially significant Related Party
transactions made by the Company with Promoters, Directors, Key Managerial Personnel or
other designated persons which may have a potential conflict with the interest of the
Company at large. Particulars of contracts or arrangements with related parties referred
to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended
as “Annexure II" to the Board report.
18. DETAILS OF CHANGES IN DIRECTORS OR KEY MANAGERIAL PERSONNEL:
The Board is properly constituted as per the provisions of the Companies Act, 2013.
The following changes have been made in the composition of the Board of Directors and
Key Managerial Personnel during the Financial Year under review: Mr. Aditya Vikram Birla
(DIN: 06613927) shall be appointed as the Managing Director of the Company, for a term of
five (5) years commencing from Olst December, 2025 to 30th November, 2030, liable to
retire by rotation in accordance with the provisions of Section 152(6) and other
applicable provisions of the Companies Act, 2013. Mrs. Purvi Birla (DIN: 02488423) shall
be appointed as the Whole-Time Director of the Company for a period of five (5) years
commencing from 23rd December, 2025 to 22nd December, 2030, liable to retire by rotation
in accordance with the provisions of Section 152(6) and other applicable provisions of the
Companies Act, 2013. Mr. Pawan Kumar Tibrewalla(DIN: 01056704) retires by rotation at the
ensuing Annual General Meeting and being eligible, offer himselffor re-appointment in
accordance with the provisions of Section 152(6)and other applicable provisions of the
Companies Act, 2013. Mrs. Venus Kedia (DIN: 06422518)was appointed as the Independent
Director of the Company with effect from 18th February, 2025. During the year under
review, there was no change in Key Managerial Personnels) of the Company. 19. CONSERVATION
OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: (1) Particulars
with respect to Conservation of Energy: a. Steps taken or impact on Conservation of
energy- The power consumption of the Company as a percentage of the total turnover comes
to negligible percent. The efforts of the Company are aimed to minimize energy consumption
_ in spite of the rapid increase in operations of the Company. b. Steps taken for
utilizing alternate sources of energy- As the energy consumption to total turnover is very
minimal, use of alternate source of energy is presently not required. During the year, the
Company reported a rise in renewal energy use and reduction in specific energy consumption
v/s production. c. Capital investment on energy conservation equipment- As the energy
consumption to total turnover is very minimal, investment in Energy Conservation Equipment
is presently not required. (Il) Particulars with respect to Technology Absorption: a.
Efforts made- The Company has always been aware of the latest technological developments
and adapted them to make products more cost effective and to attain high levels of
quality. b. Benefits derived- The benefits derived by the Company for such adaptation have
been evident in reducing cost, improving packaging, upgrading existing products and
developing new products. Thus, it helped the Company to satisfy consumer needs and
business requirements. c. Imported technology- Technology imported: None Year of import:
Not applicable Has technology been fully absorbed: Not applicable d. Research &
Development-
The Company is planning to have R&D unit in near future currently there is no
expenditure were incurred by the Company on the same. (III) Foreign Exchange Earnings and
Outgo: During the Financial Year 2024-2025, the Company has not entered into any
transactions involving foreign exchange. Accordingly, disclosures relating to earnings in
foreign currency, expenditure in foreign currency and value of imports on CIF basis are
not applicable. 20. CORPORATE SOCIAL RESPONSIBILITY: During the Financial Year ended 31st
March, 2025, the Company incurred CSR Expenditure of = 15.81 Lakhs against its CSR
obligation \ 17.4854 Lakhs. After making adjustment of previous year excess amount of %
0.1380 Lakhs, there exists a shortfall = 1.5374 Lakhs. The reason for shortfall is unable
to find suitable CSR Projects during the Financial Year. The shortfall amount of &
1.5374 Lakhs will be deposited to PMCARES Fund within the stipulated time. During the year
under review, the CSR initiatives of the Company were under the thrust area of providing
quality education to underprivileged children and providing shelterto the homeless and the
helpless irrespective of age, caste or creed and raising up the children and adolescents
so that they became useful members of society and inculcate in them a spirit of
self-reliance and a bright outlook for their future. The CSR Policy of the Company is
available on the website of the Company under the heading “Codes & Policies”
at https://cosmiccrf.com. The Company's CSR statement and report on the CSR activities
undertaken during the Financial Year ended 3lst March, 2025, in accordance with Section
135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set
out in “Annexure- III" to this report. 21. PARTICULARS OF EMPLOYEES: As required
under the provisions of Companies Act, 2013, and Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of
employees and related disclosures is part of this Annual report as “Annexure
-IV". 22. MEETINGS
A. MEETINGS OF THE BOARD:
During the year under review, 10(Ten) Board Meetings were held and details are given as
under:
| Name of Directors |
Number of Meetings Attended |
| Mr. Aditya Vikram Birla |
10 |
| Mrs. Purvi Birla |
10 |
| Mr. Pawan Kumar Tibrewalla |
|
| Mr. Binod Kumar Khaitan |
|
| Mr. Ashok Barnwal |
10 |
| Mrs. Venus Kedia |
3 |
The maximum time gap between any two board meetings was less than 120 days as
stipulated under the Companies Act, 2013. B. MEETINGS OF THE SHAREHOLDERS: NUMBER OF
MEETINGS OF THE SHAREHOLDERS
| Annual General Meeting (AGM) |
10.08.2024 |
| Extraordinary General Meeting (EOGM) |
18.02.2025 |
23. SEPARATE MEETING OF INDEPENDENT DIRECTORS:
As stipulated by the Code of Independent Directors under the Companies Act, 2013, and
the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, a Separate
Meeting of the Independent Directors of the Company was held on March 10, 2025, to review
the performance of Non-Independent Directors (including the Chairman) and the Board as
whole. The Independent Directors also reviewed the quality, content and timeliness of the
flow of information between the Management and the Board and its Committees which is
necessary to effectively and reasonably perform and discharge their duties. Independent
Directors have confirmed that they are not aware of any circumstance or situation which
exists or may be reasonably anticipated that could impair or impact their ability to
discharge their duties. Based on the declarations received from the Independent Directors,
the Board is of the opinion that the Independent Directors fulfil the conditions specified
under the Act and the Regulations and are independent of the management. 24. DIRECTORS'
RESPONSIBILITY STATEMENT: The Directors, as referred to in clause (c) of sub-section (3)
of Section 134 of the Companies Act, 2013, the Board of Directors to the best of their
knowledge hereby state that: (a) In the preparation of the annual accounts, the applicable
accounting standards had been followed in the preparation of the Annual Financial
Statements for the year ended 31st March, 2025, along with proper explanation relating to
material departures; (b) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
Financial Year 3lst March, 2025, and of the profit and loss of the Company for that
period; (c) The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The Annual Accounts for the Financial Year ended 31st March, 2025, have been prepared
ona going concern basis; (e) The Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively. 25. DECLARATION BY INDEPENDENT DIRECTORS: All independent
directors have, at the first meeting of the Board, furnished declarations in accordance
with the provisions of Section 149(7) of the Companies Act, 2013, regarding meeting the
criteria of independence laid down under Section 149(6) of the Companies Act, 2013, and
Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Mr. Binod Kumar Khaitan(DIN: 01713323), Mr. Ashok Barnwal (DIN:
01580287)and Mrs. Venus Kedia(DIN: 06422518) w.e.f. 18th February, 2025 appointed as
Non-Executive and Independent Directors, have given the necessary declaration under
Section 149, Section 164 and Section 184 of the Companies Act, 2013 and Regulation 16(b)
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. These
declarations have been placed before the Board and were duly taken on record. 26.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR
DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER
MATTERS PROVIDED UNDER SUB-SECTION(3) OF SECTION 178: Pursuant to provisions of Section
178 of the Companies Act, 2013, the Nomination and Remuneration Committee carried out
evaluation of every director's performance and the Board has carried out formal annual
evaluation of its own performance and that of its Committees and individual directors has
been made. Further, the evaluation of the independent directors was carried out by the
entire Board, excluding the director being evaluated.
The directors were satisfied with the evaluation results, which reflect the overall
engagement of the Board and its Committees and on the basis of the report of the said
evaluation, the present term of appointment of independent directors shall be continued
with the Company. 27. COMPOSITION OF THE BOARD: The Board consisted of following members:
-
| SL. |
|
|
DATE OF |
ele Wele |
| NO. |
NAME |
DESIGNATION |
APPOINTMENT |
CESSATION |
| 1. |
Mr. Aditya Vikram Birla |
Managing Director |
14/07/2022 |
- |
| 2. |
Mrs. Purvi Birla |
Whole Time Director |
23/12/2022 |
- |
| 3. |
Mr. Pawan Kumar Tibrewalla |
Non-Executive Director |
21/12/2021 |
- |
| 4. |
Mr. Binod Kumar Khaitan |
Independent Director |
21/04/2023 |
- |
| 5. |
Mr. Ashok Barnwal |
Independent Director |
21/04/2023 |
- |
| 6. |
Mrs. Venus Kedia |
Independent Director |
18/02/2025 |
- |
| 7. |
Mr. Ram Pada Mandal |
Chief Financial Officer |
02/01/2023 |
- |
| 8. |
Ms. Trupti Upadhyay |
Company Secretary |
12/02/2024 |
- |
28. COMMITTEES OF THE BOARD:
The Board of Directors has constituted following Committees and their details are
hereunder: A. AUDIT COMMITTEE
As per provision of Section 177 and other applicable provisions of Companies Act, 2013,
read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the
Board has constituted Audit Committee. The detailed composition of the members of the
Audit Committee at present is given below:
| SI. No. |
NAME |
DESIGNATION |
POSITION IN THE COMMITTEE |
| 1. |
Mr. Ashok Barnwal |
Independent Director |
Chairman |
|
Mr. Aditya Vikram Birla |
Managing Director |
Member |
|
Mr. Binod Kumar Khaitan |
Independent Director |
Member |
|
. |
. |
Member |
| 4. |
Mrs. Venus Kedia |
Independent Director |
(Appointed w.e.f 18.02.2025) |
B. NOMINATION AND REMUNERATION COMMITTEE
As per the provision of Section 178, Schedule V and other applicable provisions of
Companies Act, 2013, read with Rule 6 of the Companies (Meetings of Board and its Powers)
Rules, 2014, the Board has constituted Nomination and Remuneration Committee. The detailed
composition of the members of the Nomination and Remuneration Committee at present is
given below:
| SI. No. |
|
NAME |
DESIGNATION |
POSITION IN THE COMMITTEE |
| 1. |
Mr. Ashok Barnwal |
Independent Director |
Chairman |
| 2. |
Mr. Pawan Kumar Tibrewalla |
Non-Executive Director |
Member |
| 3. |
Mr. Binod Kumar Khaitan |
Independent Director |
Member |
| 4. |
Mrs. |
Venus Kedia |
Independent Director |
Member |
|
|
|
|
(Appointed w.e.f 18.02.2025) |
C. STAKEHOLDERS RELATIONSHIP COMMITTEE
As per provision of Section 178 sub-section (5) and other applicable provisions of
Companies Act, 2013, read with Rule 6 of the Companies (Meetings of Board and its Powers)
Rules, 2014, the Board has constituted Stakeholders Relationship Committee. The detailed
composition of the members of the Stakeholders Relationship Committee at present is given
below:
| SI. No. |
NAME |
DESIGNATION |
POSITION IN THE COMMITTEE |
| 1 |
Mr. Ashok Barnwal |
Independent Director |
Chairman |
| 2. |
Mr. Aditya Vikram Birla |
Managing Director |
Member |
| 3. |
Mr. Binod Kumar Khaitan |
Independent Director |
Member |
| 4 |
|
|
Member |
|
Mrs. Venus Kedia |
Independent Director |
|
|
|
|
(Appointed w.e.f 18.02.2025) |
D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
As per provision of Section 135 sub-section (1) and other applicable provisions of
Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014, the Board has constituted Corporate Social Responsibility Committee of
Directors inter-alia, to oversees the Corporate Social Responsibility (CSR) and other
related matters as referred by the Board of Directors and discharges the roles as
prescribed under Section 135 of the Companies Act, 2013. The detailed composition of the
members of the Corporate Social Responsibility Committee at present is given below:
| SI. No. |
NAME |
DESIGNATION |
POSITION IN THE COMMITTEE |
| 1. |
Mr. Aditya Vikram Birla |
Managing Director |
Member |
| 2. |
Mrs. Purvi Birla |
Whole Time Director |
Member |
| 3. |
Mr. Binod Kumar Khaitan |
Independent Director |
Member |
| 4, |
|
|
Member |
|
Mrs. Mrs. Venus Kedia |
Independent Director |
|
|
|
|
(Appointed w.e.f 18.02.2025) |
29. AUDITORS:
A. STATUTORY AUDITORS
M/s. GARV & Associates, Chartered Accountants (FRN No. 301094E), the Statutory
Auditors of the Company, will hold office till the conclusion of the Annual General
Meeting for a term of five consecutive years from Financial Year 2021-2022 to Financial
Year 2026-2027. The Company has received a consent from the Statutory Auditors in
accordance with the provisions of Section 141 of the Act. Further, the notes on Financial
Statements referred to in the Auditors' Report are self-explanatory and do not call for
any further comments. There is no qualification, reservation, adverse remark or disclaimer
by the auditors in their report. B. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013, and The Companies
(Appointment and Remuneration of Managerial Personnel)Rules, 2014, the Companyhas
appointed M/s. M Shahnawaz& Associates, Practicing Company Secretaries (Firm Reg. No:
S2015WB331500), to undertake the Secretarial Audit of the Company for the Financial Year
2024-2025. The Secretarial Audit Report for the Financial Year ended March 31, 2025 is
annexed herewith marked as “Annexure-V" to this Report. In accordance with the
recent amendments to the Listing Regulations, the Board has recommended to the members for
their approval, appointment of M/s. M Shahnawaz & Associates, Practising Company
Secretary, as the Secretarial Auditor of the Company, for a term of 5 (five) consecutive
financial years commencing from the Financial Year 2025-26 to 2029 30. C. INTERNAL AUDITOR
AND INTERNAL AUDIT REPORT
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read along with
Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions, if any,
of the Companies Act, 2013. The Board of Directors of your Company appointed M/s. B. Nath
& Co., Chartered Accountants (Firm Regn No-307057E), as Internal Auditors of the
Company for the Financial Year 2024-2025. The Internal Auditor conducted the internal
audit as per internal audit standards and placed before the Board of Directors the
Internal audit report from time to time. D. COST RECORDS AND AUDIT
M/s. Mandal Biswas Das Lodh & Co., Cost Accountants (Firm Reg. No.000484) has been
appointed as Cost Auditors of the Company for the Financial Year 2024-2025. Cost Audit
Report for the Financial Year 2024-2025 will be received and filed with ROC in Form CRA-4
within the due date. The Cost records as applicable to the Company are maintained in
accordance with the Section 148(1) of the Companies Act, 2013. 30. AUDITOR'S REPORT: The
observations, if any, made by the Statutory Auditors in their Audit Report together with
the notes to accounts, as appended thereto are self-explanatory and hence does not call
for any further explanation. The Auditor's Report does not contain any qualification,
reservation, adverse remark, or disclaimer. During the Financial Year 2024-25, the
Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013,
therefore no detail is required to be disclosed under Section 134(3) (ca) of the Companies
Act, 2013. 31. REPORTING OF FRAUD BY AUDITORS: There were no instances of fraud during the
year under review, which required the statutory auditors to report to the Audit Committee
and/or the Board under Section 143(12) of the Companies Act, 2013, and the rules made
thereunder. 32. CORPORATE GOVERNANCE: As per the guidelines and directions issued by the
SEBI and Stock Exchange from time to time, accordingly the Company has been adhering to
the directions and guidelines, as required and if applicable on the company's size and
type. (Pursuant to Regulations 15(2) of SEBI (LODR) Regulations 2015, the compliance with
Corporate Governance provisions as specified in regulations 17 to 27, 17A, 24A, 26A and
clause (b) to (i) and (t) of sub- regulation (2) of Regulation 46 and Para C, D and E of
Schedule V shall not apply to the listed entity which has listed its specified securities
on BSE under SME Platform. Therefore, the Corporate Governance Report is not applicable to
the Company, hence Corporate Governance Report do not form part of this Report. 33.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: Your Company has in place, an adequate system
of Internal Control commensurate with its size, requirements and the nature of operations.
These systems are designed keeping in view the nature of activities, location and various
business operations. 34. MANAGEMNET DISCUSSION AND ANALYSIS REPORT: As required under the
Listing Regulations, Management Discussion and Analysis Reportis presented
in“Annexure VI'and forms an integral part of the Directors' Report.
35. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to Regulation 15 of the SEBI (LODR) Regulations, 2015, which states that
Regulation 22 of the SEBI (LODR) Regulations, 2015, is not applicableto the Company.
However, pursuantto Section 1779) of the Companies Act, 2013, read with Rule 7 of
Companies (Meetings of Board and its Powers) Rules, 2014, your Company has established a
vigil mechanism. Further, Whistle Blower & Vigil Mechanism Policy as required has been
uploaded on the website of the Company at https://cosmiccrf.com. 36. COMPLIANCE WITH
SECRETARIAL STANDARDS: During the year under review, the Company has duly complied with
the applicable provisions of the Secretarial Standards on meetings of the Board of
Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company
Secretaries of India (ICSI). 37. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION 186: During the year under review, the Company has granted loans or made any
investments in its subsidiary companies or provided any guarantees or security to the
parties in compliance with the provisions laid under Section 186 of the Companies Act,
2013. 38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING
THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN THE FUTURE:
A dispute has been raised by M/s Cosmic Ferro Alloys Ltd (CFAL) against the company
related to Business Transfer Agreement (BTA) for claim of $1,033.34 Lakhs and an
Arbitration Petion filed by CFAL under section 9 of Arbitration & Conciliation Act
1996 in Calcutta High Court. Company filed the Appeal challenging the Order dated 9th Aug
2023. Vide Order dated 30th August 2023, the Hon'ble High Court at Calcutta modified the
order dated. Tith August, 2023, and Directedto appoint an Ex-Supreme Court Judge to be
appointed as an Arbitrator. Pursuant to the order of Hon'ble High Court at Calcutta
(Division Bench) dated 30th August, 2023, an Ex-Supreme Court Judge has been appointed as
the Sole Arbitrator to adjudicate the issues and differences between the parties
pertaining to the Business Transfer Agreement January 19, 2022, involving the contingent
liability amounting to 1033.34 Lakhs. Several rounds of hearing have been done, but the
instant matter still pending for adjudication and financial effect if any will be provided
on settlement of the issue. The Company has submitteda Resolution Plan on 28th June 2024
for the acquisition of M/s. Amzen Transportation Industries Private Limited under CIRP.
The bidding process commenced on 28th August 2024, in which initially there were several
participants, however, in the last there were only two bidders including Cosmic CRF
Limited. Thereafter, the opposing party, M/s. Myotic Trading Private Limited, was declared
ineligible by the Committee of Creditors. They subsequently filed a writ petition with the
NCLT, New Delhi Bench, making Cosmic CRF Limited a respondent. As on 3lst March 2025, the
Company has taken up the issue with the NCLT, New Delhi, and the matter remains
unresolved. However, the Company is hopeful of a favorable decision in connection to
Resolution Plan submitted for acquisition of M/s. Amzen Transportation Industries Private
Limited through CIRP. 39. RISK MANAGEMENT POLICY: With regard to the risk management
policy, the risks associated with the Company's business are regularly discussed by the
Board of Directors during board meetings. Furthermore, the Company is not required to have
a separate risk management policy. 40. PREVENTION, PROHIBITION & REDRESSAL OF
COMPLAINTS OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE:
Your Company is committed to provide a good work environment which ensures that every
women employee is treated with dignity, respect and equality. There is zero tolerance
towards sexual harassment invites serious disciplinary action.
The Company has placed an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are
covered under this policy. Further no complaint was received during the year under review.
4. PROHIBITION OF INSIDER TRADING:
In terms of the provisions of the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has
adopted the revised “Code of Conduct to Regulate, Monitor and Report Trading by
Insiders” (“the Code”). The Code is applicable to all Directors, Designated
persons and connected Persons and their immediate relatives, who have access to
unpublished price sensitive information relating to the Company. 42. AUDIT TRAIL
APPLICABILITY- RULE 11 OF COMPANIES (AUDIT AND AUDITORS) RULES 2014. The Company has used
accounting software for maintaining its books of account for the Financial Year ended
March 31, 2025 which has a feature of recording audit trail (edit log) facility and the
same has operated throughout the year for all relevant transactions recorded in the
software. The audit trail feature has not been tampered with and the audit trail has been
preserved by the Company as per the statutory requirements for record retention. 43.
DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016: The Resolution Plan for acquisition
of M/s. N. S. Engineering Projects Private Limited through NCLT vide order dated March 12,
2024 has been successfully executed and implemented. The Company has fully paid the total
consideration amount of 2,876.01 Lakhs on 24th May 2024 payable for acquisition of M/s. N
S Engineering Projects Pvt Ltd in compliance with the Order of Hon'‘ble National
Company Law Tribunal, Kolkata Bench, vide order dated March 12, 2024. During the year
under review, there was an application along with Resolution Plan submitted by the Company
under the Insolvency and Bankruptcy Code, 2016 for acquisition of M/s. Amzen
Transportation Industries Private Limited under CIRP. The Resolution Plan was submitted on
June 28, 2024 under Insolvency and Bankruptcy Code, 2016 and the decision is still pending
as on the date of this Report. 44, DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION
DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG
WITH THE REASONS THEREOF: There was no one-time settlement by the Company with the Banks
or Financial Institutions during the year under review, thus, the details of difference
between amount of the valuation done at the time of one-time settlement and the valuation
done while taking loan from the Banks or Financial Institutions along with the reasons
thereof are not applicable. 45. HUMAN RESOURCES: Our employees are our core resources and
the Company has continuously evolved policies to strengthen its employee value
proposition. Your Company was able to attract and retain best talent in the market and the
same can be felt in the past growth of the Company. The Company is constantly working on
providing the best working environment to its Human Resources with a view to inculcate
leadership, autonomy and towards this objective; Our Company makes all efforts on
training. Our Company shall always place all necessary emphasis on continuous development
of its Human Resources. The belief “Great People create Great Organization” has
been at the core of the Company's approach to its people. 46. COMPANY RELATION: The
Company has maintained good industrial relations on all fronts. Your directors wish to
place on record their appreciation for the honest and efficient services rendered by the
employees of the Company.
47. ACKNOWLEDGEMENTS:
The Directors wish to place on record their appreciation for the support and
co-operation received from the Government Departments, Bankers, Customers, Investors,
Stakeholders and all others with whose help, cooperation and hard work the Company is able
to achieve the results.
|
By Order of the Board of Directors |
|
For Cosmic |
CRF Limited |
|
Sd/• |
Sd/• |
|
Aditya Vikram Birla |
Purvi Birla |
| Place: Kolkata |
Managing Director |
Whole-Time Director |
| Date: May 23, 2025 |
DIN: 06613927 |
DIN: 02488423 |
|